LEASE BETWEEN
0000 XXXXX XXXXXXX LLC
LANDLORD
c/o Abbey Road Advisors LLC
00 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
AND
COMPETITIVE TECHNOLOGIES, INC.
0000 Xxxxx Xxxxxxx Xxxx, Xxxxxx 400 & 485
Xxxxxxxxx, Xxxxxxxxxxx 00000
TENANT
TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS 1
----------- ---------------------------------------------
ARTICLE 2. DEMISE AND TERM 4
----------- ---------------------------------------------
ARTICLE 3. BASE RENT 5
----------- ---------------------------------------------
ARTICLE 4. ADDITIONAL RENT 5
----------- ---------------------------------------------
ARTICLE 5. ELECTRICITY 5
----------- ---------------------------------------------
ARTICLE 6. USE AND COMMON AREAS 7
----------- ---------------------------------------------
ARTICLE 7. UTILITIES AND SERVICE 8
----------- ---------------------------------------------
ARTICLE 8. REPAIRS AND MAINTENANCE 9
----------- ---------------------------------------------
ARTICLE 9. ASSIGNMENT AND SUBLETTING 9
----------- ---------------------------------------------
ARTICLE 10. WORK BY LANDLORD 9
----------- ---------------------------------------------
ARTICLE 11. COMPLIANCE WITH LAWS AND INSURANCE 11
----------- ---------------------------------------------
ARTICLE 12. SIGNS 12
----------- ---------------------------------------------
ARTICLE 13. INSURANCE 12
----------- ---------------------------------------------
ARTICLE 14. LATE CHARGES 13
----------- ---------------------------------------------
ARTICLE 15. CASUALTY 13
----------- ---------------------------------------------
ARTICLE 16. BANKRUPTCY 13
----------- ---------------------------------------------
ARTICLE 17. DEFAULTS 14
----------- ---------------------------------------------
ARTICLE 18. EMINENT DOMAIN 15
----------- ---------------------------------------------
ARTICLE 19. SURRENDER 16
----------- ---------------------------------------------
ARTICLE 20. NON-LIABILITY AND INDEMNIFICATION 16
----------- ---------------------------------------------
ARTICLE 21. ACCESS TO DEMISED PREMISES 17
----------- ---------------------------------------------
ARTICLE 22. LANDLORD'S EXPENSES 18
----------- ---------------------------------------------
ARTICLE 23. QUIET ENJOYMENT, SUBORDINATION AND ATTORNMENT 18
----------- ---------------------------------------------
ARTICLE 24. ESTOPPEL CERTIFICATE 19
----------- ---------------------------------------------
ARTICLE 25. ALTERATIONS 19
----------- ---------------------------------------------
ARTICLE 26. RULES AND REGULATIONS 20
----------- ---------------------------------------------
ARTICLE 27. NOTICES 20
----------- ---------------------------------------------
ARTICLE 28. SUCCESSORS AND ASSIGNS 21
----------- ---------------------------------------------
ARTICLE 29. BROKER 21
----------- ---------------------------------------------
ARTICLE 30. SECURITY DEPOSIT 21
----------- ---------------------------------------------
ARTICLE 31. UNAVOIDABLE DELAY 21
----------- ---------------------------------------------
ARTICLE 32. MISCELLANEOUS 22
----------- ---------------------------------------------
LEASE SUMMARY
Date of Lease: November 22, 2010
Tenant: Competitive Technologies, Inc.
0000 Xxxxx Xxxxxxx Xxxx,
Xxxxxxx: Xxxxxxxxx, XX 00000
Taxpayer Identification Number:
Suite No. 400 & 000
Xxxxxxxx Xxxxxx Feet: 2,729
Use (Article 6): General and Executive Offices
Term (Article 2) Thirty-six (36) months
Commencement Date (Article 2): December 1, 2010
Expiration Date: November 30, 2013
Base Rent: As set forth in the Rent Schedule below
Initial Electrical Charge (Article 5): 2.75 per rentable square foot per annum
Security Deposit (Article 29): $ 15,000.00
Tenant's Share (Article 4): 9.27%
Base Year for Operating Expenses
(Article 4): Calendar year 2011
Tax Base Year (Article 4): Calendar year 2011
Guarantor: None
Broker: CB Xxxxxxx Xxxxx, Inc. and Colonial
Realty
RENT SCHEDULE
Annual
Base Rent Base Electric Annual Base Monthly
Period per r.s.f. Rent Inclusion Rent & Elec. Installment
------------ ----------- ---------- ---------- ------------- ------------
Lease Year 1 $ 22.00 $60,038.00 $ 7,504.75 $ 67,542.75 $ 5,628.56
Lease Year 2 $ 23.00 $62,767.00 $ 7,504.75 $ 70,271.75 $ 5,855.98
Lease Year 3 $ 24.00 $65,496.00 $ 7,504.75 $ 73,000.75 $ 6,083.40
THIS LEASE is made as of November 22, 2010 between 0000 XXXXX XXXXXXX LLC,
a Connecticut limited liability company ("LANDLORD"), with offices at c/o Abbey
Road Advisors LLC, 00 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000;
and COMPETITIVE TECHNOLOGIES, INC., a Delaware corporation ("TENANT"), with
offices at 0000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000.
ARTICLE 1. DEFINITIONS
1.01 The following terms shall have the meanings set forth opposite
each term or in the indicated Section:
1.01.1 "ADDITIONAL RENT" - Section 3.02
1.01.2 "AFFILIATE" - any entity controlling, controlled by or under common
control with an entity.
1.01.3 "ALTERATIONS" - Section 25.01
1.01.4 "BASE RENT" - Section 3.0
1.01.5 "BASE YEAR" - calendar year 2011
1.01.6 "BROKER" - Section 29.01
1.01.7 "BUILDING" - That certain real property in which the Demised Premises
are located, known as 0000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx as more
particularly described in Exhibit "B".
1.01.8 "COMMENCEMENT DATE" - Section 2.03
1.01.9 "COMMON AREAS" - Shall mean all means of egress and ingress,
including public sidewa1ks and walkways, lobbies, vestibules, stairways,
corridors, passenger elevators, and public lavatories. It shall also include
those portions of the premises that are dedicated for parking and passage of
motor vehicles.
1.01.10 "COST INCREASE" -Section 4.01
1.01.11 "DEMISED PREMISES" - The space shown on the floor plan attached
hereto as Exhibit "A".
1.01.12 "LANDLORD'S WORK" - The work to be performed by Landlord as
described in Exhibit "C" attached hereto.
1.01.13 "LEASE INTEREST RATE" - Shall mean the sum of (i) the prime or base
lending rate announced from time to time by the Wall Street Journal plus (ii)
three percentage points.
1.01.14 "LEASE SUMMARY" - The list of terms attached to this Lease and made
a part thereof. The terms set forth in the Lease Summary are incorporated by
reference in the applicable Articles of the Lease with the same effect as if set
forth in full in such Articles.
1.01.15 "LEASE YEAR" - The period commencing on the Commencement Date and
ending on the last day of the month in which the first anniversary of the
Commencement Date occurs, and each 12-month period thereafter, except that if
the period between the last such anniversary and the end of the Term is less
than twelve (12) months, then the last Lease Year shall be such lesser period.
1.01.16 "LEGAL HOLIDAYS" - Shall include New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and any other
state or national holiday as may be established from time to time. In addition,
if any Legal Holiday falls on a weekend and is celebrated by the State of
Connecticut or Federal Government on a weekday, such weekday also shall be
deemed a Legal Holiday hereunder.
1.01.17 "OPERATING EXPENSES" - Shall mean any or all expenses incurred by
Landlord in connection with the operation of the Building, including all
expenses incurred as a result of Landlord's compliance with any of its
obligations hereunder, and such expenses shall include: (i) salaries, wages,
medical, surgical and general welfare benefits (including group life insurance),
pension payments and other fringe benefits of employees of Landlord or
Landlord's managing agent engaged in the operation and maintenance of the
Building; (ii) payroll taxes, workmen's compensation, uniforms and dry cleaning
for the employees referred to in subdivision (i); (iii) the cost of all charges
for steam, heat, ventilation, air conditioning and water (including sewer
rental, taxes, septic and well costs, if applicable) furnished to the Building
and/or used in the operation of all of the service facilities of the Building
and the cost of all charges for electricity furnished to the public and service
areas of the Building and/or used in the operation of all of the service
facilities of the Building including any taxes on any of such utilities; (iv)
the cost of all charges for rent, hazard, casualty, war risk insurance (if
obtainable from the United States government) and liability insurance for the
Building carried by Landlord; (v) the cost of cleaning the Building, and all
building and cleaning supplies for the Building, and charges for telephone for
the Building; (vi) the cost of all charges for the management of the Building
based on a fee equal to the greater of 5% of gross Building rents and the then
prevailing rate paid to managing agents of a first class office building in
Fairfield
County; (vii) the cost of all charges for window cleaning and service contracts
with independent contractors for the Building; (viii) the cost of rentals of
capital equipment designed to result in savings or reductions in Operating
Expenses; (ix) the cost of capital improvements made by Landlord with respect to
the maintenance and/or operation of the Building that are designed to result in
savings or reductions in Operating Expenses, amortized over the shorter of (A)
ten (10) years and (B) the life of such capital improvements; (x) the cost of
compliance by Landlord with any federal, state, municipal or local ordinances
affecting the Building; (xi) the cost relating to the maintenance and operation
of the elevators in the Building; (xii) the cost relating to protection and
security; (xiii) the cost relating to lobby decorations and interior and
exterior landscape maintenance, snow plowing and maintenance of the parking
areas; (xiv) repairs, replacements and improvements which are appropriate for
the continued operation of the Building, including, but not limited to, repairs
and improvements to the HVAC, plumbing and electrical systems; (xv) painting of
non-tenanted areas; and (xvi) professional and consulting fees. Operating
Expenses shall NOT include (a) costs of painting and decorating for any tenant's
space; (b) administrative wages and salaries, including executive compensation;
(c) renting commissions; (d) franchise taxes or income taxes of Landlord; (e)
real estate taxes to the extent included in Article 4; (f) the cost of
furnishing electricity to the extent included in Article 5; (g) the cost of
providing overtime heat, air-conditioning, and separately metered water to
tenants of the Building to the extent that the same are payable by the tenants
for whom such services are provided; (h) the cost of any work or service
provided to any tenant of the Building that is not provided to Tenant under this
Lease.
1.01.18 "OPERATING YEAR" - Section 4.01
1.01.19 "RENT" - Section 3.02
1.01.20 "SECURITY DEPOSIT" - Section 30.01
1.01.21 "STRUCTURAL" - Shall mean the parts of the Building which are
integral to the structure or support of the Building, and includes: stairwells
and towers; foundations; sub-flooring; column supports; load bearing walls;
roof; exterior walls above and/or below grade; fire escapes.
1.01.22 "SUCCESSOR" - any entity which acquires all or substantially all of
the assets of an entity or which survives a statutory merger or consolidation
with an entity.
1.01.23 "TAXES" - Shall mean all real estate taxes, school taxes, sewer
rents, rates and charges, assessed, levied or imposed upon the Building
(including special or extraordinary assessments), and all assessments or
other governmental charges, general, specific, assessed, levied or imposed upon
the Building, and charged to all tenants of the Building in a consistent manner,
and "Tax" shall mean any of such taxes. There shall be excluded from Taxes any
capital stock, income, inheritance, estate, succession, transfer, sales, gift or
similar taxes of Landlord or any franchise or unincorporated business tax upon
Landlord. If, due to a change in the method of taxation, any franchise, income,
profit or other tax, however designated, shall be levied against Landlord in
substitution, in whole or in part, for, or in lieu of, any tax which would
otherwise constitute a Tax, such franchise, income, profit or other tax shall be
deemed to be a Tax for the purpose hereof.
1.01.24 "TAX BASE YEAR" - calendar year 2011
1.01.25 "TENANT'S PROJECTED SHARE": Landlord's written estimate of Tenant's
Share of increases in Operating Expenses for each Operating Year.
1.01.26 "TENANT'S REPRESENTATIVES": Any of Tenant's members, partners,
employees, agents, contractors, or licensees.
1.01.27 "TENANT'S SHARE": 9.27% or a fraction the numerator of which is the
number of square feet of rentable area included in the Premises (it being
understood that such number shall be deemed to be 2,729) and the denominator of
which is the number of square feet of leasable area in the Building excluding
storage space (it being understood that such number is presently 29,454, but is
subject to change due to actual increases or decreases to the Building's and
Premises' area
1.01.28 "TERM" - Section 2.02
ARTICLE 2. DEMISE AND TERM
2.01 Landlord hereby leases to Tenant, and Tenant hires from Landlord,
the Demised Premises, for the Term and at the Rent described in the Lease
Summary, and otherwise upon the terms of this Lease.
2.02 The "TERM" is the number of months specified in the Lease Summary,
plus the number of days necessary so that the Term shall end on the last day of
a calendar month. The Term shall commence on the Commencement Date, and shall
end on such earlier date on which the Term may be canceled or terminated
pursuant to this Lease or as provided by law.
2.03 The "COMMENCEMENT DATE" shall be the date specified in the Lease
Summary.
2.04 If Landlord is unable to give Tenant possession of the Demised Premises
on the date (if any) specified in the Lease Summary as the Commencement Date
because of the holding over by any occupant or for any other reason, Landlord
shall not be subject to any liability for failure to give possession and the
validity of this Lease shall not be impaired, nor shall the same be construed to
extend the Term, but the Commencement Date shall be the date when Landlord shall
have given Tenant notice that the Demised Premises are ready for occupancy.
ARTICLE 3. BASE RENT
3.01 Commencing on the Commencement Date, Tenant shall pay to Landlord
Base Rent for each Lease Year at the rate specified in the Lease Summary.
3.02 Every amount payable by Tenant hereunder in addition to Base Rent shall
be deemed "ADDITIONAL RENT". Base Rent and Additional Rent are herein
collectively referred to as the "Rent."
3.03 All Rent shall be paid without demand, setoff or deductions of any
kind, in equal monthly installments, in advance, on the first day of each
calendar month of the Term at the address of Landlord stated above or such other
place as Landlord may designate in writing from time to time. Notwithstanding
any terms contained herein to the contrary, Tenant's obligation to pay Base Rent
shall commence on the Rent Commencement Date and Tenant's obligation to pay
Additional Rent shall commence upon the Commencement Date.
ARTICLE 4. OPERATING EXPENSES AND TAXES
4.01 After the expiration of the Base Year and of each succeeding
calendar year ("OPERATING YEAR"), Landlord shall furnish Tenant a written
statement prepared by Landlord of the Operating Expenses of the Building,
incurred for such year. During the period of forty-five (45) days after receipt
of Landlord's statement, Tenant's independent certified public accountant may
inspect the records of the material reflected in said Landlord's statement at a
reasonable time mutually agreeable to Landlord and Tenant. Failure of Tenant to
challenge any item in such statement within such period after receipt shall be a
waiver of Tenant's right to challenge such item for such year. Within sixty
(60) days after receipt of such statement for any Operating Year setting forth
any increase of Operating Expenses during such Operating Year over the Operating
Expenses in the Base Year (said increase being referred to herein as the "COST
INCREASE"), Tenant shall pay Tenant's Share of the Cost Increase (less the
amount of Tenant's Projected Share paid by Tenant on account thereof) to
Landlord as Additional Rent. Operating Expenses shall be determined as if the
Building were 95% occupied during the Base Year and each Operating Year in which
actual occupancy shall be less than 95%.
4.02 Commencing with the first Operating Year, Tenant shall pay to Landlord,
as Additional Rent, Tenant's Projected Share. On the first day of each month of
each Operating Year during the Term, and within sixty (60) days after Tenant's
receipt of Landlord's written estimate, Tenant shall pay to Landlord one-twelfth
of Tenant's Projected Share for such Operating Year. If Landlord's statement
after the end of an Operating Year shall indicate that Tenant's Projected Share
exceeded Tenant's Share of the Cost Increase, Landlord shall forthwith, at
Landlord's option, either (i) pay the amount of excess directly to Tenant
concurrently with the notice or (ii) permit Tenant to credit the amount of such
excess against the subsequent payments of Additional Rent due hereunder. If
Landlord's statement shall indicate that Tenant's Share of the Cost Increase
exceeded Tenant's Projected Share for the completed
Operating Year, Tenant shall, subject to the provisions of subsection 4.01
herein, forthwith pay the amount of such excess to Landlord. If said Landlord's
statement is furnished to Tenant after the commencement of a subsequent
Operating Year, there shall be promptly paid by Tenant to Landlord or vice
versa, as the case may be, an amount equal to the portion of such payment or
credit allocable to the part of such Operating Year which shall have elapsed
prior to the first day of the calendar month next succeeding the calendar month
in which said Landlord's statement is furnished to Tenant.
4.03 Landlord's failure to render Landlord's statement with respect to any
Operating Year or Tax Year, or Landlord's delay in rendering said statement
beyond a date specified herein, shall not prejudice Landlord's right to render a
Landlord's statement with respect to that or any subsequent Operating Year or
Tax Year. The obligations of Landlord and Tenant under the provisions of this
Section below, with respect to any Additional Rent, which obligations have
accrued prior to the expiration or sooner termination of the Term, shall survive
the expiration or any sooner termination of the Term.
4.04 If Taxes are increased during any year subsequent to the Tax Base Year
over Taxes paid by Landlord during the Tax Base Year, then Tenant shall pay to
Landlord, without setoff or deductions of any kind, as Additional Rent, an
amount equal to Tenant's Share of the increase. Payment of such increase shall
be made in annual installments within 30 days after Tenant receives from
Landlord notice of such tax increase and a xxxx for Tenant's Share thereof,
together with a copy of the applicable xxxx received by Landlord from the taxing
authority. Notwithstanding the foregoing, Landlord may require that Tenant pay
Tenant's Projected Share of Tax increases in advance in equal monthly
installments and shall, in such event, include Real Estate Taxes in Landlord's
written estimate, as described in Section 4.02, above. If the Building shall
not be assessed as if it were 95% occupied during the Tax Base Year, then for
the Tax Base Year and each subsequent year in which actual occupancy shall be
less than 95%, Taxes shall be adjusted as if the Building were at least 95%
occupied during each such year. If Landlord receives a refund of any portion of
Taxes that were included in the Taxes paid by Tenant, then Landlord shall
reimburse Tenant its pro rata share of the net refunded taxes, less any expenses
that Landlord reasonably incurred to obtain the refund. If, as a result of any
application or proceeding brought by or on behalf of Landlord for review of the
assessed valuation of the Building for the Tax Base Year, there shall be a
decrease in the Taxes payable by Landlord for such year, the reduced amount
shall be used for future calculations under this Section.
ARTICLE 5. ELECTRICITY
5.01 Landlord shall furnish electricity to Tenant on the basis of a
"rent inclusion plan," pursuant to which the Base Rent shall be increased by an
Initial Electric Charge in consideration of Landlord furnishing electrical
energy to the Demised Premises. Unless otherwise established by the results of
a survey or an increase in the rates of the public utility company supplying
electrical service to the Building as provided in Section 5.02, Tenant agrees
that the Initial Electric Charge shall be $2.75 per rentable square foot of the
Demised Premises per annum. Tenant shall pay such Initial Electric Charge (or
any increase thereof pursuant to Section 5.02) in twelve (12) equal monthly
installments in advance on the first day of each month from the Commencement
Date, and such charge shall constitute Additional Rent.
5.02 Landlord shall have the right to designate an electrical consultant to
make a survey or resurvey of the electric consumption and power load on the
Demised Premises. If such
survey discloses that the cost of Tenant's average consumption is greater than
eighty-five percent (85%) of the Initial Electric Charge (or the consumption as
disclosed by a previous survey), the Initial Electric Charge shall, upon written
notice from Landlord to Tenant and effective as of the date of such notice, be
increased by the annual cost of such additional consumption. If the rates or
charges at which Landlord purchases electric current from the public utility
company supplying electrica1 service to the Building shall be increased over the
rates in effect on the Commencement Date, the Initial Electric Charge payable
hereunder shall be increased by the amount of the additional annual cost to
Landlord of furnishing electricity to Tenant.
5.03 At any time, Landlord shall have the right to have electricity supplied
to the Demised Premises on a direct metered or sub-metered basis. If
electricity is available to Tenant on a direct metered basis for the Demised
Premises, the costs of such service shall be paid directly by Tenant to such
public utility, but a default by Tenant in the payment of any such xxxx shall be
deemed a default by Tenant under this Lease.
5.04 If Landlord furnishes electricity to the Demised Premises on a
sub-metered basis, Tenant shall pay to Landlord, on a monthly basis, as
Additional Rent, the amounts determined by the sub-meter installed for the
purpose of measuring the electric consumption of the Demised Premises,
calculated by applying to Tenant's measured electrical demand and consumption
103% of the public utility rate schedule then applicable to Landlord for
purchase of electricity for the Building. Where more than one sub-meter
measures the service to Tenant, the service rendered through each sub-meter may
be computed and billed separately to Tenant. Bills for electric energy shall be
rendered at such times as Landlord may elect and such amount shall be paid by
Tenant as Additional Rent within ten (10) days from the date Landlord invoices
Tenant for such charges.
5.05 Regardless of which method Landlord employs to govern the supply of
electricity to the Demised Premises, Tenant agrees at all times that its use of
electric current shall not exceed the capacity of existing feeders to the
Buildings or the risers or wiring installation. Tenant shall make no electrical
installations, alterations, additions or changes to electrical equipment or
appliances without the prior written consent of Landlord in each instance.
Tenant shall at all times comply with the rules, regulations, terms and
conditions applicable to service equipment, wiring and requirements of the
utility supplying electricity to the Building. If, in Landlord's sole judgment,
Tenant's electrical requirements necessitate installation of additional risers,
feeders or other proper and necessary equipment, and if Landlord has approved
such installation, the same shall be installed by Landlord at Tenant's sole
expense, which shall be chargeable and collectible as Additional Rent and paid
within ten (10) days after rendition of a xxxx to Tenant therefore. Landlord
shall not be liable in any way to Tenant for any failure or defect in the supply
or character of electrical service furnished to the Demised Premises by reason
of any requirement, act or omission of the utility serving the Building or for
any reason not attributable to Landlord.
ARTICLE 6. USE AND COMMON AREAS
6.01 Tenant shall use the Demised Premises for the purpose specified in
the Lease Summary and for no other purpose.
6.02 Tenant, its employees, agents, customers and invitees, shall have the
non-exclusive right for and during the Term to use the Common Areas, as from
time to time
constituted, in common with Landlord and all others to whom Landlord has granted
or may hereafter grant rights, and their employees, agents, customers and
invitees, subject to such changes in the Common Areas and to such reasonable
rules and regulations as Landlord may from time to time make or promulgate.
Tenant shall not at any time interfere with the rights of other tenants and
occupants and their respective employees, agents, customers and invitees or any
others whom the Landlord has granted or may hereafter grant rights, to use any
part of the Common Areas. Landlord may, at any time and from time to time,
close any Common Areas to make repairs or changes therein, to effect
construction, repairs or changes within the Building, to preclude a claim of
title by adverse possession, and may do such other acts in and to the Common
Areas as in its sole judgment may be desirable to improve the convenience
thereof.
6.03 Tenant, its employees, agents, customers and invitees shall have the
non-exclusive right for and during the Term to use the parking areas of the
Building, as from time to time constituted, in common with Landlord and all
others to whom Landlord has granted or hereafter grant rights, and their
employees, agents, customers and invitees, subject to such reasonable rules and
regulations as Landlord may from time to time promulgate. Tenant's
non-exclusive right to use the parking areas of the Building will be on a
non-reserved, "first come, first served" basis and no overnight parking shall be
permitted. During the Term, no additional charge shall be imposed upon Tenant,
its employees, agents, customers and invitees for their use of the parking areas
of the Building.
6.04 Tenant shall keep the Demised Premises free of hazardous
substances/materials as defined by applicable federal, state or local laws and
not cause or permit the Demised Premises to be used to generate, manufacture,
refine, transport, treat, store, handle, dispose, produce or process hazardous
substances/materials except in compliance with all applicable federal, state or
local laws or regulations. Tenant shall be responsible and pay for all costs of
segregating, packaging, treating, transporting and disposing of all hazardous or
infectious waste generated by Tenant at or from the Building. All hazardous or
infectious waste shall be identified, segregated, measured, stored and disposed
of by Tenant in a manner that complies with all federal, state and local laws or
regu1ation, applicab1e to hazardous or infectious waste. None of the Common
Areas may be used by Tenant for the storage or disposal of hazardous or
infectious waste. Landlord represents that, as of the Commencement Date, the
Building is, and Landlord shall keep the Building throughout the Term, free of
hazardous substances/materials as defined by applicable federal, state or local
laws.
ARTICLE 7. UTILITIES AND SERVICE
7.01 Landlord shall furnish to the Demised Premises cooled or
conditioned air and heating in such a manner as to substantially maintain in the
Demised Premises a temperature of 78 degrees F.D.B. at fifty percent (50%)
relative humidity during the cooling season and a temperature of 72 degrees
F.D.B. during the heating season, between the hours of 8:00 AM and 6:00 PM daily
and 8:00 AM and 1:00 PM on Saturdays. No such service shall be provided on
Sundays and Legal Holidays. In order to maintain the above temperatures, Tenant
agrees that all windows in the Demised Premises be kept closed. If required by
Tenant, additional heating and air conditioning service may be furnished by
Landlord at an additional cost to Tenant and at Landlord's sole discretion.
7.02 Landlord shall furnish automatic, non-attended elevator service for the
Demised Premises in common with other tenants in the Building 24 hours a day, 7
days a week.
7.03 Landlord shall furnish electrical energy to the Demised Premises for
ordinary small office machines, personal computers, and lighting fixtures for
use during typical business hours. Tenant shall not connect any machines that
exceed the capacity of the electrical system serving the Demised Premises or
dissipate heat in excess of that for which the HVAC system is designed, and
agrees that the connected load in the Demised Premises shall not in aggregate
exceed 3.5 xxxxx at 120 volts single phase per rentable square foot, except with
the prior written consent of Landlord.
7.04 It is understood that if any services to be provided by Landlord are
interrupted by reason of accident, construction or any other reason (other than
the intentional misconduct or negligence of Landlord), such interruption shall
not be deemed a constructive eviction, Landlord shall not be liable in damages
to Tenant, and Tenant shall not be entitled to an abatement of Rent. However,
Landlord shall use reasonable efforts to promptly and diligently restore service
and take all steps reasonably necessary to minimize the deprivation of services
to Tenant.
ARTICLE 8. REPAIRS AND MAINTENANCE
8.01 Throughout the Term, Tenant shall, at its own cost and expense, be
responsible for all non-structural repairs within the Demised Premises and any
Structural repairs to the Demised Premises or Building or Building systems
caused by actions or omissions of Tenant, its employees, agents or invitees.
Tenant shall bear all costs of light bulbs for use in the Demised Premises.
Except for those Structural repairs for which Tenant is responsible, Landlord
shall be responsible for maintaining and replacing the Structural portions of
the Building (including those located in the Demised Premises) and the Building
systems servicing the Demised Premises (however, Tenant shall be responsible for
maintaining any HVAC system which has been installed by or at Tenant's request
to solely serve the Demised Premises).
8.02 Landlord shall provide cleaning in the Demised Premises, including the
cleaning of exterior windows, in accordance with the cleaning specifications
attached hereto as Exhibit "D". Tenant shall not clean, nor require, permit or
allow any exterior window in the Demised Premises to be cleaned from the
outside.
8.03 Landlord shall maintain, or cause to be maintained, the Building,
Common Areas and parking areas in good order and repair, including removal of
snow from all outdoor areas and walkways in accordance with sound management
practices of comparable buildings.
ARTICLE 9. ASSIGNMENT AND SUBLETTING
9.01 Neither Tenant nor any party claiming under or through Tenant
shall assign, mortgage or encumber this Lease, or sublease all or any part of
the Demised Premises, or suffer or permit the Demised Premises or any part
thereof to be subleased to or used by others, without the prior written consent
of Landlord in each instance. As provided in subsection 9.03 below, Landlord
shall not unreasonably withhold its consent to a proposed subletting or
assignment. The transfer (or transfers in the aggregate) of more than a 30%
interest in Tenant to one not an owner of Tenant on the date hereof, shall be
deemed an assignment of this Lease for the purposes of this Section. If this
Lease be assigned, or if the Demised Premises or any part thereof be sublet to
or occupied by anybody other than Tenant, Landlord may, at Landlord's option,
collect rent from the assignee, subtenant or occupant, and apply the net amount
collected to the Rent herein reserved (and any sublease shall confirm such
option by Landlord), but no such collection shall
be deemed a waiver of Tenant's obligations hereunder, or the acceptance of the
assignee, subtenant or occupants, or a release of Tenant from the obligations
and liabilities of Tenant under this Lease.
9.02 If Tenant desires to assign this Lease or to sublease all or
substantially all of the Demised Premises in the aggregate, Tenant shall first
give written notice to Landlord of the proposed transaction which notice shall
include (i) the name and address of the proposed transferee, (ii) the proposed
effective date of the transaction, which shall be no less than forty-five (45)
days nor more than 180 days after the date of delivery of Tenant's notice, (iii)
all of the terms of the proposed transaction and the consideration therefor,
(iv) a copy of all existing and/or proposed documentation pertaining to the
proposed transfer, (v) current financial statements of the proposed transferee
certified by an officer, partner, member or owner thereof, (vi) such other
information as Landlord may reasonably require. Landlord shall have the right,
by notice to Tenant within thirty (30) days after receipt of Tenant's notice, to
terminate this Lease. If Tenant desires to sublease less than substantially all
of the Demised Premises in the aggregate, Tenant shall first give notice to
Landlord as aforesaid, and Landlord shall have the right, by written notice to
Tenant within thirty (30) days after receipt of Tenant's notice, to terminate
this Lease with respect to the portion of the Demised Premises proposed to be
subleased. If Landlord exercises its right to terminate this Lease with respect
to such portion of the Demised Premises, then the Base Rent and Tenant's
Proportionate Share shall be proportionally reduced, and an adjustment shall be
made for amounts, if any, paid in advance and applicable to the portion of the
Demised Premises no longer leased by Tenant.
9.03 If Landlord elects not to so terminate this Lease, then Landlord shall
not unreasonably withhold its consent to the proposed subletting or assignment.
Tenant shall pay to Landlord as Additional Rent, within ten (10) days after
receipt of payments from a subtenant or assignee, any "Profit" on a subletting
or assignment. For purposes of this subsection, the term "Profit" shall mean
the excess of consideration of any type received by Tenant from the subtenant or
assignee, over (in the case of a sublease only) a pro rata portion of the Rent
payable by Tenant hereunder. Whether or not Landlord shall grant its consent,
Tenant shall pay Landlord's review and processing fees, as well as any
reasonable attorneys' fees incurred by Landlord, within ten (10) days after
written demand by Landlord. Landlord shall not in any event be obligated to
approve of or consent to any proposed assignment or subletting unless:
(a) in the reasonable judgment of Landlord the proposed assignee or
subtenant is of a character and engaged in a business such as are in keeping
with the standards of Landlord in those respects for the Building and its
occupancy;
(b) the proposed assignee or subtenant is of a financial strength and
creditworthiness as the Landlord, in its sole and absolute discretion, deems
sufficient to meet the monetary obligations of the Lease or sublease, as the
case may be;
(c) in the reasonable judgment of Landlord the purposes for which the
proposed assignee or subtenant intends to use the Demised Premises sublet or
assigned to it are such as are in keeping with the standards of Landlord for the
Building and its occupancy, it being understood and agreed that any such written
request for consent to a subletting or assignment shall specify the purpose for
which the assignee or subtenant intends to use the Demised Premises so assigned
or sublet and Landlord shall not be required to consent to the use of the
Demised Premises for such specified purposes should such proposed use be
prohibited by this Lease,
be a violation of applicable law, or violate any provision of the lease of any
other tenant;
(d) if any space is available in the Building at the time of the proposed
assignment or sublet, the proposed per square foot rental rate of the assignment
or sublet equals or exceeds 110% of the rental rate at which Landlord is
offering the available space.
(e) the proposed assignee or subtenant shall not be a then-existing tenant
or occupant of the Building, or a person or entity with whom Landlord or its
representatives is then dealing with regard to leasing space in the Building, or
with whom Landlord or its representatives has had any dealings within the past
six months with regard to leasing space in the Building.
9.04 Notwithstanding the foregoing, without Landlord's consent and
without being subject to Landlord's rights under subsections 9.02 and 9.03 above
but upon sixty (60) days' prior notice to Landlord, this Lease may be assigned,
or the Demised Premises may be sublet, to any entity which is an "Affiliate" or
"Successor" of Tenant provided that (i) such entity has assets and a net worth
at least equal to that of Tenant on the date of such acquisition or corporate
transaction, (ii) Tenant shall not then be in default with respect to any of
Tenant's obligations under this Lease, and (iii) such transaction shall be made
for a valid business purpose other than (and not principally for) the purpose of
transferring the leasehold estate created hereby. Within ten (10) days after
the execution of any such assignment or sublease, Tenant shall deliver to
Landlord (i) a complete copy of the documentation pertaining to the transfer,
and (ii) current financial statements of the Affiliate or Successor certified by
an officer, partner, member or owner thereof.
9.05 No assignment, sublease or other transfer of this Lease, whether with
or without Landlord's consent, shall relieve Tenant or any guarantor of this
Lease from its obligations and liabilities under this Lease or any guaranty
including, without limitation, the obligation to pay Rent and the obligation to
obtain Landlord's consent to any further assignment, subletting or other
transfer.
ARTICLE 10. WORK BY LANDLORD
10.01 Tenant shall take the Demised Premises in its "as is" condition
on the date of this Lease, except for Landlord's Work to be performed by
Landlord, as shown on Exhibit "C" attached hereto. Landlord's Work will be
performed in a good and workmanlike manner and at Landlord's expense.
ARTICLE 11. COMPLIANCE WITH LAWS AND INSURANCE
11.01 Tenant shall, at its own cost and expense, execute and comply
with all notices, orders, rules, regulations, requirements, ordinances and laws
of the village, town, county, state and federal governments, and/or each and
every department, bureau and office thereof, to the extent that any such
notices, rules, orders, regulations, requirements, ordinances or laws at any
time issued and enforced shall be applicable to both the interior of the Demised
Premises and to Tenant's particular use thereof, provided, however, that Tenant
shall not be responsible for Structural repairs. Landlord shall comply with
requirements of the Americans with Disabilities Act of 1990 that pertain to the
Demised Premises and all other notices, rules, orders, regulations,
requirements, ordinances or laws at any time issued and enforced applicable
to the Building or the Demised Premises (provided, however, that in the case of
the Demised Premises, the notice, order, or regulation is not related to
Tenant's particular use thereof).
ARTICLE 12. SIGNS
12.01 Landlord shall furnish and install, at Tenant's sole cost and
expense, the Building tenant standard signage on the entrance door to the
Demised Premises. Landlord shall provide Tenant one listing on its lobby
directory and one listing on the directory on the floor on which the Demised
Premises are located. Tenant shall not erect any signs on the exterior of the
Demised Premises or on any exterior windows without Landlord's consent.
ARTICLE 13. INSURANCE
13.01 Tenant agrees to obtain and maintain during the Term commercial
general public liability and property damage insurance written on an occurrence
form, naming Landlord as additional insured, insuring against liability
thereunder in a single limit amount of not less than Two Million Dollars
($2,000,000) combined single limit, including bodily injury, property damage,
personal injury and contractual coverage against the liability assumed under
this Lease. Such insurance shall be written by insurance companies which are
licensed and authorized to do business in the State of Connecticut and rated no
less than A-7 by Bests. In no event shall the limits of said insurance be
considered as limiting the liability of Tenant under this Lease. Such insurance
shall cover claims made by or on behalf of any person, firm or corporation and
arising from, related to, or connected with, the conduct and operation of
Tenant's operations within or around the Building. Said insurance policy shall
also provide that at least thirty (30) days prior written notice shall be given
to Landlord of any cancellation, material change or non-renewal thereof. The
policy or policies, or duly executed certificates for the same, together with
satisfactory evidence of payment of premiums thereon, shall be deposited with
Landlord prior to the Commencement Date, and evidence of renewals thereof shall
be deposited with Landlord not less than thirty (30) days prior to the
expiration thereof. If Tenant fails to comply with such requirement, Landlord
may obtain such insurance and keep the same in effect, in which event Tenant
shall repay Landlord immediately upon demand all sums so paid together with any
costs or expenses incurred, a $1,500.00 administrative charge for each such
policy, and interest at the Default Rate, without prejudice to any other rights
or remedies of Landlord under this Lease.
13.02 Any loss or damage by theft, fire or the elements or any other cause,
to the contents of the Demised Premises, including all trade fixtures and
furniture, and all other personal property belonging to Tenant, shall be at the
sole risk of Tenant. Tenant agrees to obtain and maintain during the Term "All
Risk" or "Special Form" insurance in an amount equal to the replacement cost of
all furnishings, and trade fixtures, within the Demised Premises, such amounts
to be reviewed at least every three years and revised to reflect then current
costs. Landlord shall be named as additional insured in such policy as respect
to Landlord's interest in leasehold improvements. Said policy shall also
provide that at least thirty (30) days prior written notice shall be given to
Landlord of any cancellation, amendment or non-renewal thereof. Tenant shall
provide Landlord with a certificate evidencing such coverage, and evidence of
renewals thereof shall be deposited with Landlord not less than thirty (30) days
prior to the expiration of the terms of such policy. If Tenant fails to comply
with such requirement, Landlord may obtain such insurance and keep the same in
effect in which event Tenant shall repay Landlord immediately upon demand all
sums so paid together with any costs or expenses
incurred, a $1,500.00 administrative charge for each such policy, and interest
at the Default Rate, without prejudice to any other rights or remedies of
Landlord under this Lease.
13.03 Tenant agrees to obtain and maintain during the Term workers'
compensation insurance insuring against and satisfying Tenant's obligations and
liabilities under the workers' compensation laws of Connecticut.
13.04 Each party (a "damaged party") hereby releases the other party (the
"other party") from any liability to the damaged party on account of any damage
to the property of the damaged party arising out of any casualty or other loss
included within a standard form of "all-risk" insurance even if such damage is
the result of the fault or negligence of the other party; provided, however,
that if the damage is covered by an insurance policy actually maintained by the
damaged party and the release provided by this sentence would invalidate or be
in conflict with such policy and such policy was purchased by the damaged party
in compliance with the following paragraph, then such release shall be
inapplicable to the damage covered by such policy.
13.05 If Tenant shall use the Demised Premises in a manner other than that
permitted in this Lease and as a result Landlord is required to pay an increased
premium for insurance, Tenant will reimburse Landlord for such increase.
Landlord agrees to obtain and maintain throughout the Term such additional
insurance against such perils and in such amounts as may be reasonably required
by prudent owners of properties similar in type to the Building in Fairfield
County, including at a minimum insurance against casualty and similar risks in
the full replacement value of the Building.
ARTICLE 14. LATE CHARGES
14.01 If Tenant fails to pay Landlord any installment of Base Rent or
Additional Rent when due, such overdue payment shall bear interest at the Lease
Interest Rate from the date it was due until paid, and if such failure shall
continue for ten (10) days after written notice, then Tenant agrees to pay
Landlord a late charge of four ($.04) cents for each dollar ($1.00) of such
installment, monthly until paid in full.
ARTICLE 15. CASUALTY
15.01 If the Building shall be damaged by fire or other casualty, then
unless Landlord shall elect to terminate the Term as provided in Section 15.02,
Landlord shall repair and restore the Building to the extent that proceeds of
casualty insurance are available therefore and promptly after receipt of such
insurance proceeds. To the extent the Demised Premises shall have been rendered
untenantable by such damage, Rent shall xxxxx until Landlord has completed such
repair and restoration.
15.02 If (a) the Building is damaged by fire or other casua1ty in the last
twelve (12) months of the Term,(b) if at any time the Demised Premises shall be
rendered substantially untenantable by fire or other casualty, or (c) if the
Building shall be so damaged by fire or other casualty that substantial
restoration shall in Landlord's judgment, be required (whether or not the
Demised Premises shall have been damaged by such fire or other casualty), then
in any such event Landlord may elect to terminate the Term by giving Tenant
notice within ninety (90) days after the date of such fire or other casualty.
ARTICLE 16. BANKRUPTCY
16.01 Should Tenant, or any guarantor of any of Tenant' s obligations under
this Lease, at any time during the Term become insolvent, make a transfer in
fraud of creditors, make a general assignment for the benefit of creditors,
admit in writing its inability to pay its debts as they become due, file or
suffer to be filed a petition in bankruptcy against it, or should a receiver or
trustee be appointed for Tenant's or such guarantor's property and said
appointment shall not be vacated within ninety (90) days thereafter, or should
Tenant's leasehold interest be levied on and the lien thereof not discharged
within ninety (90) days after the said levy has been made, then upon the
happening of any of the events set forth in this paragraph, Landlord shall have
the right, at its election, to consider the same a material default on the part
of Tenant, and terminate the Term as in the case of a violation by the Tenant of
any of the terms, covenants, and conditions of this Lease.
ARTICLE 17. DEFAULTS
17.01 If (i) Tenant shall default in the payment of Rent as and when
due hereunder, (ii) Tenant shall default in fulfilling any other obligation,
provision, condition or covenant of this Lease. and such default shall continue
for a period of thirty (30) days after written notice thereof from Landlord
specifying such default, (iii) the Demised Premises shall become vacant or
deserted, (iv) any natural person who is liable on any guaranty of any
obligation of Tenant under this Lease shall die or become permanently disabled,
or (v) any execution or attachment shall be issued against Tenant or any of its
property whereupon the Demised Premises shall be taken or occupied or attempted
to be taken or occupied by some one other than Tenant and the same shall not be
bonded or dismissed or discharged as promptly as may be under circumstances
then, and in any such event, Landlord may give ten (10) days notice of intention
to end the Term, and then upon the expiration of said ten (10) days, the Term
shall expire as fully and completely as if that day were the day definitely
fixed herein for the expiration of the Term, and Tenant shall quit and surrender
the Demised Premises to Landlord, but Tenant shall remain liable as hereinafter
provided.
17.02 If the notices provided in the above paragraph, if any, shall have
been given and the Term shall expire as aforesaid, then Landlord may, pursuant
to legal process, if any be applicable, re-enter the Demised Premises, either by
force or otherwise, and dispossess Tenant and the legal representatives of
Tenant, or other occupants of the Demised Premises, by summary proceeding or
otherwise, and remove their effects and hold the Demised Premises as if this
Lease had not been made, and Tenant hereby waives the service of notice of
intention to re-enter or to institute legal proceedings to that end.
17.03 In case of such default, re-entry, expiration and or dispossess by
summary proceedings or otherwise, (i) the Rent shall become due thereupon and be
paid up to the time of such reentry, dispossess or expiration, together with
such expenses as Landlord may incur for legal expenses, reasonable attorneys'
fees, brokerage and/or putting the Demised Premises in such condition as
Landlord may determine is advisable or necessary good order for re-rental, (ii)
Landlord may re-let the Demised Premises or any part or parts thereof, either in
its own name or otherwise, for a term or terms which may, at its option, be
shorter or longer than the period which would otherwise have constituted the
remainder of the Term of this Lease to such extent as Landlord, in Landlord's
reasonable judgment, considers advisable and necessary to re-let the same; and
(iii) Tenant, or its successors, shall also pay Landlord, any deficiency between
the Rent, and the net amount, if any, of the rents collected on account of the
lease or leases of the Demised Premises for each month of the period which would
otherwise have constituted the
remainder of the Term together with the full amount of any tenant improvement
allowances provided by Landlord to Tenant, the full value of any tenant
improvements made by Landlord for the benefit of Tenant, and the sum of any
leasing commissions paid by Landlord in connection with the Lease, each
calculated without regard to principles of depreciation or amortization. Any
such deficiency shall be paid in monthly installments on the first day of each
calendar month, and any suit brought to collect the amount of the deficiency for
any month shall not prejudice in any way the rights of Landlord to collect the
deficiency for any subsequent month by a similar proceeding.
17.04 Whether or not Landlord shall have collected any monthly deficiency as
aforesaid, Landlord shall be entitled, at its option, to elect to recover from
Tenant, and in such event Tenant shall pay to Landlord on demand in lieu of any
further such deficiency, as liquidated damages, a sum calculated as follows: the
excess, if any, of (i) the aggregate Rent which would have been payable by
Tenant under this Lease (conclusively presuming the Additional Rent to be at the
same rate as was payable for the twelve (12) months immediately preceding such
re-entry by Landlord) for the period commencing with the last date to which Rent
was paid (less any such deficiency collected) and ending on the date set for the
expiration of the Term had this Lease not been terminated or Landlord not
re-entered the Demised Premises, over (ii) the aggregate rental value of the
Demised Premises for the same period, both discounted to their present value at
four percent (4%) per annum. Nothing herein shall be construed as limiting the
recovery by Landlord against Tenant of any sum or damages to which, in addition
to the deficiency or damages described above, Landlord may be entitled by reason
of any default of Tenant under this Lease prior to such re-entry.
17.05 Landlord, at its option, may make such alterations in the Demised
Premises as in Landlord's judgment are advisable or necessary for the purpose of
re-letting the Demised Premises, and the making of such alterations shall not
operate or be construed to release Tenant from any liability hereunder. In the
event of a breach or threatened breach by Tenant of any of the covenants or
provisions hereof: Landlord shall have the right of injunction and the right to
invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided for. Mention in this
Lease of any particular remedy shall not preclude Landlord from any other remedy
in law or equity. Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws in the event of Tenant
being evicted or dispossessed, for any cause, or in the event of Landlord
obtaining possession of the Demised Premises by reason of the violation by
Tenant of any of the covenants and conditions of this Lease or otherwise.
Landlord will use commercially reasonable efforts to mitigate its damages upon a
default by Tenant under this Lease.
ARTICLE 18. EMINENT DOMAIN
18.01 If the whole or any material part of the Demised Premises shall
be taken in any condemnation proceedings or by right of the exercise of eminent
domain or private purchase in lieu thereof by a public body vested with the
power of eminent domain, then the Tenant and all rights of the Tenant hereunder
shall immediately cease and terminate, and the Rent shall be apportioned and
paid to the date of such termination.
18.02 If a portion of the Building other than the Demised Premises is so
taken, then Landlord shall have the right to elect to terminate the Term and all
rights of Tenant hereunder (provided that Landlord terminates the leases of
similarly affected tenants) effective
on the date specified by Landlord in a notice to Tenant. If Landlord shall not
so elect to terminate the Term, then this Lease shall remain unaffected by such
taking and Landlord shall, to the extent funds are available out of the award
received, restore the Building to a useable condition and as nearly as
practicable to its condition prior to such taking.
18.03 The entire award payable as a result of any such taking shall be the
sole property of Landlord, and Tenant shall have no c1aim to any such award on
account of the value of this leasehold estate and shall not be entitled to
participate in the proceeding. Tenant shall be entitled to pursue any separate
award to which the law may entitle Tenant for moving expenses and like matters
that does not reduce the award to Landlord.
ARTICLE 19. SURRENDER
19.01 At the expiration or sooner termination of the Term, Tenant shall
surrender to Landlord the Demised Premises vacant, broom clean and in good order
and repair and safe condition, reasonable wear and tear, damage by casualty and
any repairs that Tenant is not required to make, excepted. All Alterations
shall remain upon and be surrendered with the Demised Premises, unless Landlord
at the time it approves the Alteration, shall elect to require Tenant to remove
the Alteration(s) and restore the Demised Premises to substantially their
condition at the Commencement Date. Tenant's obligation to restore shall
include any requirements imposed by Landlord's consent to Tenant's alteration
request (Article 25). All furniture, furnishings and trade fixtures, including
without limitation, murals, carpets, rugs, business machines and equipment,
apparatus and any other movable property installed by Tenant or at the expense
of Tenant, shall be removed by Tenant and any damage caused by such removal
shall be repaired by Tenant. Tenant shall not be required to remove any item of
Landlord's Work at the expiration or sooner termination of the Term. Any
property of Tenant which remains in the Demised Premises after the expiration of
the Term shall be deemed to have been abandoned by Tenant and may be retained by
Landlord as its property or may be disposed of in such manner as Landlord may
see fit at the expense of Tenant.
19.02 In the event Tenant fails to timely surrender the Demised Premises as
provided in Section 19.01, Tenant, at the option of Landlord, shall be deemed to
be occupying the Demised Premises as a tenant from month to month, at a monthly
Rent equal to two (2) times the Rent payable by Tenant in the last month of the
Term. Tenant agrees to indemnify Landlord against all charges, costs, fees,
expenses, claims and damages incurred by Landlord as a result of Tenant's
failure to timely surrender the Demised Premises as provided in Section 19.01,
including, without limitation, any claims made by a succeeding or prospective
tenant founded on such delay.
ARTICLE 20. NON-LIABILITY AND INDEMNIFICATION
20.01 Tenant shall defend, indemnify and save harmless Landlord and its
agents and employees against and from any and all liabilities, obligations,
damages, penalties, claims, costs charges and expenses, including reasonable
attorneys' fees, which may be imposed upon, incurred by or asserted against,
Landlord and/or its agents or employees by reason of any act, occurrence or
omission within, or pertaining to, the Demised Premises or the business
conducted therein during the Term. In case any action or proceeding is brought
against Landlord by reason of any such claim, Tenant upon written notice from
Landlord shall at Tenant's expense resist or
defend such action or proceeding by reputable, competent counsel reasonably
approved by Landlord, and Landlord shall have the right to direct the defense of
such action or proceeding.
20.02 Landlord shall defend, indemnify and save harmless Tenant and its
agents and employees against and from all liabilities, obligations, damages,
penalties, claims, costs, charges and expenses, including reasonable attorneys'
fees, which may be imposed upon, incurred by or asserted against, Tenant and/or
its agents or employees, by reason of any act, occurrence or omission within, or
pertaining to, the Building other than the Demised Premises. In case any action
or proceeding is brought against Tenant by reason of any such claim, Landlord
upon written notice from Tenant shall, at Landlord's expense, resist or defend
such action or proceeding by reputable, competent counsel reasonably approved by
Landlord.
20.03 Landlord (and its members, managers, beneficial owners, employees and
agents) shall have no personal liability with respect to this Lease. Tenant
agrees to look solely to the interest of Landlord in the Building, including the
rents and sales and insurance proceeds therefrom, and shall have no recourse to
any other asset of Landlord for the enforcement of any obligation or the
satisfaction of any liability to Tenant arising under this Lease, the
relationship of the parties, or any other liability or obligation of Landlord to
Tenant.
20.04 Tenant waives any claim for damages against Landlord based on the
assertion that Landlord has unreasonably withheld or unreasonably delayed any
consent or approval, and Tenant agrees that its sole remedy shall be an action
to enforce any provision relating to such consent or approval or for specific
performance or declaratory judgment. This waiver shall not apply to post
judgment damages resulting from Landlord's refusal to comply with any judicial
determination.
ARTICLE 21. ACCESS TO DEMISED PREMISES
21.01 Tenant shall have access to the Demised Premises 24 hours a day,
7 days a week through the Building's security system. Landlord, its duly
authorized agents and representatives, shall have the right to enter into and
upon the Demised Premises, or any part thereof, at all reasonable hours upon
reasonable notice for the purpose of examining the same or making such repairs,
alterations or improvements to the Demised Premises and/or the Building as
Landlord may deem necessary or desirable. Landlord shall have the right, at all
reasonable hours, to show the Demised Premises to actual and prospective
superior lessors, mortgagees or prospective purchasers of the Building and,
during the last twelve (12) months of the Term, to prospective tenants.
Landlord will use reasonable efforts to minimize interference with Tenant's use
and enjoyment of the Demised Premises in exercising the foregoing rights.
21.02 Tenant's obligation to pay Rent and to perform all of the covenants
hereunder shall not be affected or excused because Landlord is unable to supply
services or grant access to the Building by reason of repairs, replacements,
maintenance, or the making of capital improvements. If the repairs,
maintenance, alterations, or capital improvements temporari1y exclude the Tenant
from the Demised Premises, Tenant nevertheless shall be obligated to pay Rent
and to perform all of the covenants hereunder. Tenant expressly waives any
claims to constructive eviction by reason of such denial of access. Landlord
may, in its discretion, relocate the Tenant to other space in the Building, at
its sole cost and expense either temporarily to facilitate repairs,
replacements, maintenance, or the making of capital improvements, or permanently
through the remainder of the Term. In making repairs, replacements or capital
improvements, Landlord shall act with due diligence and make reasonable efforts
to minimize interference with the conduct of Tenant's business.
ARTICLE 22. LANDLORD'S EXPENSES
22.01 If Tenant shall be in default of any of its obligations under
this Lease, Landlord may perform same for the account of Tenant. If Landlord,
in connection with the foregoing, makes any expenditure or incurs any obligation
for the payment of money, including attorneys' fees, in instituting, prosecuting
or defending any action or proceeding, then Tenant will reimburse Landlord for
the reasonable cost thereof, with interest thereon at the Lease Interest Rate.
The foregoing costs and expenses shall be deemed to be Additional Rent hereunder
and shall be paid by Tenant to Landlord within ten (10) days of rendition of a
xxxx to Tenant therefore.
ARTICLE 23. QUIET ENJOYMENT, SUBORDINATION AND ATTORNMENT
23.01 Landlord covenants that, if and so long as Tenant pays all of the
Rent due hereunder, and keeps and performs each and every term, covenant and
condition herein contained on the part and on behalf of Tenant to be kept and
performed, Tenant shall lawfully, peaceably and quietly have, hold and joy the
Demised Premises without hindrance, ejection or molestation by Landlord or by
any other person lawfully claiming the same.
23.02 This Lease shall be subordinate and subject to all ground or
underlying leases and any mortgages thereon and to any mortgages covering the
fee of the Building, that now or may hereafter affect the Demised Premises, and
to all renewals, modifications or replacements thereof. If the ground or
underlying lessor and or mortgagee or any successor in interest shall succeed to
the rights of Landlord under this Lease, whether through possession, surrender,
assignment, subletting, judicial or foreclosure action, or delivery of a deed or
otherwise, Tenant will attorn to and recognize such successor-landlord as
Tenant's landlord. This clause shall be self-operative and no further
instrument of attornment and recognition shall be required. Tenant will execute
and deliver to Landlord, within ten (10) business days of demand therefor, any
reasonable certificate or instrument which Landlord, from time to time, may
request for confirmation of the provisions of this Article.
23.03 In the event of a termination of any ground or underlying lease, or if
the interests of Landlord under this Lease are transferred by reason of, or
assigned in lieu of, foreclosure or other proceedings for enforcement of any
mortgage, or if the holder of any mortgage acquires a lease in substitution
therefore, then Tenant will, at the option to be exercised in writing by the
lessor under such ground lease or by such mortgagee or purchaser, assignee or
lessee, as the case may be, either (i) attorn to it and will perform for its
benefit all the terms, covenants and conditions of this Lease on Tenant's part
to be performed with the same force and effect as said lessor, such mortgagee or
purchaser, assignee or lessee, were the Landlord originally named in this Lease,
or (ii) enter into a new lease with said lessor or such mortgagee or purchaser,
assignee or lessee, as Landlord, for the remaining Term of this Lease and
otherwise on the same terms and conditions and with the same options, if any,
then remaining. Tenant hereby appoints Landlord or its successors in interest
to be Tenant's attorney-in-fact, irrevocably and coupled with an interest, to
execute and deliver such instrument of attornment, or such new lease, if Tenant
refuses or fails to do so promptly upon request.
23.04 Under no circumstances shall the above described lessor under the
ground lease or mortgagee or purchaser, assignee or lessee, as the case may be,
whether or not it shall have succeeded to the interests of the Landlord under
this Lease, be:
(a) Obligated to do or complete Landlord's Work in the Demised Premises;
(b) Liable for any act, omission or default of any prior landlord;
(c) Subject to any offset, claim or defense which Tenant might have against
any prior landlord;
(d) Bound by any rent or additional rent which Tenant might have paid for
more than one month in advance; or
(e) Bound by any modification, amendment or abridgment of this Lease, or any
cancellation or surrender of the same, made without its prior written approval;
(f) Liable for any Security Deposit, except to the extent actually received.
ARTICLE 24. ESTOPPEL CERTIFICATE
24.01 From time to time, within ten (10) days after notice from
Landlord, Tenant shall execute, acknowledge and deliver to Landlord and/or to
any other entity specified by Landlord, a certification containing the following
information:
(a) That this Lease is in full force and effect;
(b) The amount of the Rent being paid and the last date(s) to which Base
Rent and Additional Rent have been paid;
(c) That this Lease has not been modified, or if it has been modified, the
terms and dates of such modifications;
(d) The Commencement Date and the expiration date of the Term, and whether
the Term has commenced;
(e) Whether all work to be performed by Landlord has been completed;
(f) Stating whether or not the other has knowledge that the requesting party
is in default in the performance of any term or condition contained in this
Lease, and, if the other has knowledge of such a default, specifying each such
default;
(g) Stating the address to which notices shall be sent; and
(h) Such other matters as may be reasonably requested by the requesting
party.
24.02 If Tenant fails or refuses to execute such certification, Tenant
shall incur a late fee of $500.00 per day for each day after the expiration of
the ten (10) day period such failure or refusal continues in addition to any
other remedy available to Landlord pursuant to this Lease.
ARTICLE 25. ALTERATIONS
25.01 Tenant shall make no change, alteration, addition, or improvement
(collectively, "Alterations") in or to the Demised Premises without Landlord's
consent. If the Alterations are not Structural in nature, do not affect the
Building systems, Common Areas or the appearance of the Building, Landlord's
consent shall not be unreasonably withheld.
25.02 Prior to making any Alteration, Tenant shall submit to Landlord for
approval detailed plans and specifications; obtain Landlord's approval of the
contractors to be engaged; obtain all permits required from governmental
authority; shall provide (and furnish Landlord certificates evidencing) worker's
compensation, builder's risk, comprehensive public liability
coverage and insurance covering such other matters as Landlord may require,
naming Landlord and any lender as additional insureds; and provide Landlord such
bond or other security for the payment of the contractors and materialsmen as
Landlord shall require. Tenant shall cause all work to be performed in a good
and workmanlike manner, strictly in accordance with the requirements of
governmental authorities and insurance underwriters recommendations, using only
first quality, new materials. The Alterations shall at all times be kept free
of mechanic's liens and security interests. At the completion of the work,
Tenant shall furnish Landlord "as built" plans, and any necessary certificates,
approvals and other necessary "sign offs" from governmental authorities.
25.03 Tenant shall pay as Additional Rent the amount of Taxes attributable
to Tenant's Alterations in the Demised Premises, as such amount may be
reasonably inferred from information furnished by the assessor of Taxes.
ARTICLE 26. RULES AND REGULATIONS
26.01 Tenant shall abide by and observe the rules and regulations as
may be promulgated from time to time by Landlord for the operation, safety,
security and maintenance of the Building, provided that the same are not
inconsistent with the provisions of this Lease, apply to all tenants and
occupants of the Building, and a copy thereof is sent to Tenant.
ARTICLE 27. NOTICES
27.01 Any notice, demand, consent, approval, direction, agreement or
other communication required or permitted hereunder or under any other documents
in connection herewith shall be in writing and shall be directed as follows:
If to Landlord: 0000 Xxxxx Xxxxxxx LLC
c/o Abbey Road Advisors LLC
00 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
With a copy to: Xxxxxxx X. Xxxxxxxxx, Esq.
000 Xxxxx Xxxxx Xxxx
Xxxxxx, XX 00000
If to Tenant: Competitive Technologies, Inc.
0000 Xxxxx Xxxxxxx Xxxx, Xxxxxx 400 & 485
Xxxxxxxxx, Xxxxxxxxxxx 00000
or to such changed address as a party hereto shall designate to the other
parties hereto from time to time in writing. Notices shall be (i) personally
delivered (including delivery by Federal Express, United Parcel Service or other
comparable nation-wide overnight courier service) to the offices set forth
above, in which case they shall be deemed delivered on the date of delivery (or
first business day thereafter if delivered other than on a business day or after
5:00 p.m. Eastern Time to said offices); or (ii) sent by certified mail, return
receipt requested, in which case they shall be deemed delivered on the date
shown on the receipt unless delivery is refused or delayed by the addressee in
which event they shall be deemed delivered on the third day after the date of
deposit in the U.S. Mail.
ARTICLE 28. SUCCESSORS AND ASSIGNS
28.01 The obligations of this Lease shall be binding upon and for the
benefit of the parties hereto, their heirs, executors, administrators,
successors and/or permitted assigns (except to the extent otherwise provided in
this Lease). However, the obligations of Landlord under this Lease shall not be
binding upon Landlord herein named with respect to any period subsequent to the
transfer of its interest in the Building, and in the event of such transfer,
said obligations shall thereafter be binding upon transferee, but only with
respect to obligations arising during the period commencing with such transfer
and ending with a subsequent transfer within the meaning of this Article, and
such transferee, by accepting such interest, shall be deemed to have assumed
such obligations except only as may be expressly otherwise provided elsewhere in
this Lease.
ARTICLE 29. BROKER
29.01 The parties agree that the Broker, if any, specified in the Lease
Summary (collectively, the "BROKER") is the Broker that brought about this
Lease, and Landlord shall pay the commission due pursuant to separate agreement,
if any, between Landlord and Broker. Tenant represents that it dealt with no
Broker other than the Broker. Tenant agrees to indemnify and hold Landlord
harmless from any damages, costs and expenses suffered by Landlord by reason of
any breach of the foregoing representation.
ARTICLE 30. SECURITY DEPOSIT
30.01 The sum specified in the Lease Summary shall be deposited by
Tenant with Landlord as security (the "Security Deposit") for the full and
faithful performance by Tenant of each and every term, provision, covenant and
conditions of the Lease. If Tenant defaults in respect of any of the terms,
provisions, covenants and conditions of this Lease then Landlord may, but shall
not be required to, use, apply or retain the whole or any part of the Security
Deposit for the payment of any Rent in default or for any other sum which
Landlord may expend by reason of Tenant's default, including any damages as set
forth in Section 17.03 or deficiency in Rent in the re-letting of the Demised
Premises. If Landlord shall so use, apply or retain the whole or any part of
the Security Deposit, Tenant shall upon demand immediately deposit with Landlord
a sum equal to the amount so used, applied or retained in order to restore the
Security Deposit to its original amount.
30.02 If Tenant fully and faithfully performs all the terms, provisions,
covenants and conditions of this Lease, then the Security Deposit, or balance
thereof, shall be returned to Tenant within thirty (30) business days after the
removal of Tenant and surrender of possession of the Demised Premises to
Landlord.
30.03 In the event of a sale or lease of the Building, Landlord shall have
the right to transfer the Security Deposit to the purchaser or lessee and
Landlord shall thereupon be released by Tenant from all liability for the return
of the Security Deposit and Tenant shall look solely to the new Landlord for the
return thereof
ARTICLE 31. UNAVOIDABLE DELAY
31.01 Landlord and Tenant, respectively, shall not be in default
hereunder if such party is unable to fulfill or is delayed in fulfilling any of
its obligations hereunder, including, without limitation, any obligations to
supply any service hereunder, or any obligation to make repairs or replacements
hereunder, if such party is prevented from fulfilling or is delayed in
fulfilling such obligations by reason of fire or other casualty, strikes or
labor troubles, governmental pre-emption in connection with a national
emergency, shortage of supplies or materials, or by reason of any rule, order or
regulation of any governmental authority, or by reason of the condition of
supply and demand affected by war or other emergency, or any other cause beyond
its reasonable control (collectively, "Unavoidable Delay"). Such inability or
delay by Landlord or Tenant in fulfilling any of their respective obligations
hereunder shall not affect, impair or excuse the other party hereto from the
performance of any of the terms, covenants, conditions, limitations, provisions
or agreements hereunder on its part to be performed, nor result in any abatement
of Base Rents or Additional Rents payable hereunder. Tenant shall not, however,
be excused hereunder from the prompt and full payment of Rent by Unavoidable
Delay.
ARTICLE 32. MISCELLANEOUS
32.01 Interference. Tenant shall not engage in any activities or
operations which interfere with the communications operations of MetroPCS New
York, LLC at the Building and shall indemnify, defend, and hold Landlord
harmless for all fees, costs, expenses, losses, and liabilities arising out of
any violation by Tenant of the foregoing covenant.
32.02 Separate Covenants. Each covenant and agreement in this Lease shall
be construed to be a separate and independent covenant and agreement, and the
breach of any such covenant or agreement by Landlord shall not discharge or
relieve Tenant from Tenant's obligations to perform every covenant and agreement
of this Lease to be performed by Tenant. If any term or provision of this Lease
or any application thereof shall be invalid or unenforceable, the remainder of
this Lease and any other application of such term shall not be affected thereby.
32.03 Governing Law; Consent to Jurisdiction. This Lease shall be governed
by, and construed and enforced in accordance with, the internal laws of the
State of Connecticut, without regard to principles of conflicts of law. Each of
the parties submits to the exclusive jurisdiction of any state or federal court
sitting in Fairfield County, Connecticut in any action or proceeding arising out
of or relating to this Lease. Each of the parties waives any defense of
inconvenient forum to the maintenance of any action or proceeding so brought and
waives any bond, surety or other security that might be required of any party
with respect thereto.
32.04 Consents. Any provision of this Lease which requires Landlord not to
unreasonably withhold its consent shall never be the basis for an award of
damages or give rise to a right of setoff or termination to Tenant, but may be
the basis for a declaratory judgment or specific injunction with respect to the
matter in question.
32.05 Financial Reporting. Tenant agrees to furnish, without expense to
Landlord, within ten (10) days after the request therefore, such financial
information as may from time to time be reasonably requested by Landlord for
itself or for any existing or potential lender with respect to the obtaining or
maintaining of the financing for the Building or any potential purchaser of the
Building, which information shall include, but not be limited to, Tenant's then
current audited financial statements and operating statements indicating income,
expenses, profits and losses of Tenant's business operation.
32.06 Limitation on Liability. Tenant shall look solely to the estate and
interest of Landlord, its successors and assigns, in the Building for the
collection of a judgment in the event
of a default by Landlord hereunder, and no other property or assets of Landlord
or any officer, director or partner of Landlord shall be subject to levy,
execution or other enforcement procedure for the satisfaction of Tenant's
remedies.
32.07 Recordation. Neither party shall record this Lease or any part
therein without the prior consent of the other party. At Tenant's request,
Landlord shall execute a statutory Notice of Lease in recordable form provided
such instrument shall include an appointment of Landlord as Tenant's attorney in
fact, coupled with an interest, to execute and record on Tenant's behalf an
agreement terminating and releasing the Notice of Lease in the event the Lease
is terminated and Tenant fails to promptly provide such termination and release.
32.08 Non-Waiver. The failure of Landlord to insist in any one or more
instances upon the strict performance of any one or more of the agreements,
terms, covenants, conditions or obligations of this Lease, or to exercise any
right, remedy or election herein contained, shall not be construed as a waiver
or relinquishment for the future of the performance of such one or more
obligations of this Lease or of the right to exercise such election, but the
same shall continue and remain in full force and effect with respect to any
subsequent breach, act or omission, whether of a similar nature or otherwise.
32.09 Prejudgment Remedy Waiver. TENANT ACKNOWLEDGES THAT THIS LEASE
CONSTITUTES A COMMERCIAL TRANSACTION WITHIN THE MEANING OF SEC.52-278A OF THE
CONNECTICUT GENERAL STATUTES PURSUANT TO SEC.52-278F OF SAID CONNECTICUT GENERAL
STATUES. TENANT HEREBY WAIVES AND RELINQUISHES ALL RIGHTS TO NOTICE AND HEARING
AS PROVIDED IN SEC.52-278A THROUGH SEC.52-278G OF SAID CONNECTICUT GENERAL
STATUTES PRIOR TO LANDLORD OBTAINING ANY PREJUDGMENT REMEDY AGAINST TENANT IN
CONNECTION WITH THE ENFORCEMENT BY LANDLORD OF ANY OF ITS RIGHTS OR REMEDIES
UNDER THIS LEASE. IF SUMMARY PROCESS IS UTILIZED, TENANT HEREBY WAIVES ALL
REQUIRED NOTICES, INCLUDING A NOTICE TO QUIT, PURSUANT TO SEC. 47A-25 OF THE
CONNECTICUT GENERAL STATUTES, EXCEPT THOSE REQUIRED UNDER THIS LEASE.
32.10 Jury Trial Waiver. THE PARTIES HERETO WAIVE A TRIAL BY JURY ON ANY
AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN THEM OR THEIR
SUCCESSORS UNDER OR CONNECTED WITH THIS LEASE OR ANY OF ITS PROVISIONS, ANY
NEGOTIATIONS IN CONNECTION THEREWITH, OR THE USE OR OCCUPANCY OF THE PREMISES.
32.11 Counsel Fees. In the event of any litigation regarding the rights or
obligations of a party under this Lease, the prevailing party shall be entitled
to recover reasonable counsel fees, court costs and other direct litigation
expenses.
32.12 Entire Agreement. This Lease embodies the entire contract between the
parties hereto with respect to the interests being transferred hereunder and the
subject matter hereof and supersedes any and all prior negotiations, agreements
and understandings, written or oral, formal or informal, all of which are deemed
to be merged herein.
32.13 Modification. No modification or amendment to this Lease of any kind
whatsoever shall be made or claimed by either party, and no notice of any
extension, change,
modification or amendment made or claimed by either party shall have any force
or effect whatsoever unless the same shall have been reduced to writing and
fully signed by both parties.
32.14 Authority. Tenant represents that Tenant has full power, authority
and legal right to execute, deliver and perform its obligations pursuant to this
Lease, that the execution, delivery and performance of this Lease has been duly
authorized, that the person executing this Lease on Tenant's behalf has
authority to do so, and that this Lease, once executed by Tenant, constitutes
the valid and binding obligation of Tenant, enforceable in accordance with its
terms.
32.15 Joint and Several Liability. If there shall be more than one
person, firm or other entity comprising Tenant, such persons and entities shall
be jointly and severally liable hereunder. Landlord shall lose no rights
against any partner by reason of any act or omission of Landlord in connection
with any partner or by reasons of any act or omission of any partner.
32.16 Survival. Obligations under this Lease which accrue during the Term
shall survive the Expiration Date or sooner termination of the Term, as same may
be extended hereunder.
32.17 Time of Essence. Time is of the essence to this Lease and to all
dates and time periods set forth herein.
32.18 Interpretation. Landlord and Tenant each acknowledge each to the
other that both they and their counsel have reviewed and revised this Lease and
that the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the
interpretation of this Lease or any amendments or exhibits hereto.
32.19 Proper Execution. The submission by Landlord to Tenant of this Lease
in unsigned form shall be deemed to be a submission solely for Tenant's
consideration and not for acceptance and execution. Such submission shall have
no binding force and effect, shall not constitute an option, and shall not
confer any rights upon Tenant or impose any obligations upon Landlord
irrespective of any reliance thereon, change of position or partial performance.
The submission by Landlord of this Agreement for execution by Tenant and the
actual execution and delivery thereof by Tenant to Landlord shall similarly have
no binding force and effect on Landlord unless and until Landlord shall have
executed this Agreement and a counterpart thereof shall have been delivered to
Tenant.
32.20 Survival. Obligations under this Lease which accrue during the Term
shall survive the Expiration Date or sooner termination of the Term, as same may
be extended hereunder.
32.21 Mortgagee Approval. Notwithstanding anything herein to the contrary,
this Lease and Tenant's rights hereunder remain subject to Landlord's receipt of
the unconditional approval of Landlord's current mortgagee. In the event this
Lease is rejected by Landlord's mortgagee, Landlord shall provide written notice
to Tenant no later than twenty (20) days following Landlord's receipt of such
rejection and this Lease shall immediately terminate and be of no further force
or effect.
32.22 Counterparts. This Agreement may be signed on separate signature pages
and shall be effective once this Agreement has been signed by both of the
parties and all signature pages have been attached to one another, it not being
necessary for the parties to have physically signed the same signature pages of
this Agreement. Such signatures may also be by facsimile or
other electronic means, which the undersigned all specifically agree shall be
deemed to be binding upon each of them and each other as if an original
signature.
32.23 Offer of Surrender. No offer of surrender of the Demised
Premises, by delivery to Landlord or its agent of keys or otherwise, will be
binding on Landlord unless expressly accepted by Landlord in writing.
32.24 Tender. No receipt of money by Landlord after the Term shall
reinstate, continue or extend the Term. No payment by Tenant or receipt by
Landlord of a lesser amount than the Rent shall be deemed to be other than on
account of the earliest Rent, nor shall any endorsement or statement of any
check or any letter accompanying any check or payment of Rent be deemed an
accord and satisfaction or modification of Tenant's obligation hereunder, or a
limitation on Landlord's right to recover the balance of such Rent or pursue any
other remedy in this Lease.
IN WITNESS WHEREOF, Landlord and Tenant duly executed this Lease as of the
date first above written.
LANDLORD:
0000 XXXXX XXXXXXX LLC
By: \s\ W. Xxxx Xxxxxx
Name: W. Xxxx Xxxxxx
Title: President
TENANT:
COMPETITIVE TECHNOLOGIES, INC.
By: \s\ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Executive Officer
